My Little Pony: The Quest for the Rainbow of Light
by Al1701
Summary: A massive rewrite of my old Arachnis the Captor story. A small band of ponies are forced from their homes and on the run by a powerful creature. Their only hope of survival is to find an ancient and powerful artifact. But can even it's power defeat this foe?
1. Prologue: Distrurbing the Web

Something about gems drove a primal force in diamond dogs to dig deep underground to find them. No dog knew why. You could not eat them. They were not comfortable to sleep on. They did make very handsome decorations with their vibrant colors and brilliant luster. It was those colors and luster that tantalized the senses even as puppies. Young dogs could not wait to dig into the soil to find their first gem.

Spot had been a small time mining foreman. He was so called because the blotchy nature of his coat though he was often the color of the local dust by the end of the day like his fellow canine miners. He and his small crew that never numbered more than twenty typically cleaned out the scraps larger mining troops had left behind.

However, this time he had found the mother lode after following up on an old tale of old mines. These caverns were practically incrusted with beautiful gems in every color and shape. They stuck out of the walls, ceiling, and even floor. Even after a week of extensive mining the gems seemed just as abundant as they did when they started.

Yet, there was another primal force tugging at the very back of Spot's subconscious that was not unique to diamond dogs: fear. These caverns were in a place that civilization purposefully avoids. Even the roads were built to give these mountains a wide berth even if it added hours to the tip. It seemed like life also preferred to be somewhere else as the mountains were mostly barren with maybe an occasional tuft of dry grass here and there. Even the soil and air smelled particularly dead for lack of a better term.

The locals, if you could call people living twenty miles away locals, claimed a demon was sealed in these caverns. Spot ignored their tales as superstitious yokels telling old legends.

However, as they harvested the seemingly inexhaustible wealth of gems, he began to wonder if it was more than a legend. This place had been a mine centuries ago. Why would the previous miners abandon such a fortune? Through the subconscious chant of _"Gems, gems, gems!"_ he heard another voice frantically pleading _"Something's wrong! Leave while you still can!"_ and it was getting harder and harder to ignore it.

Spot noticed a large diamond the size of an orange sticking out of the cave wall near him. He reached his large hand around it and dug his nails into the rock. He wiggled the diamond until it broke out of the wall.

Spot examined the milky white rock. Diamonds were the hardest of all the gems, the hardest substance known in fact. You needed other diamonds to cut a diamond. It did not look like much in its raw form, but after cutting and polishing, it would make a handsome collar decoration. He could show it off at formal parties as evidence he was now one of the big dogs and perhaps go from scavenger and chaser of far out leads to a real mining foreman with hundreds of miners under his command. That was why he would stay.

"Foreman Spot!" a voice shouted from behind him.

Spot spun around as he put the diamond in his pocket. His second in command, Bear, was running up the mine. Bear was a massive diamond dog, towering over just about everyone and hulking in his build. He ran out of one of the tunnels, almost knocking over a cart full of gems has he pushed off it. "Foreman Spot!" he repeated.

"What is it?" Spot asked.

Bear stopped in front of him, panting as he tried to regain his breath. He braced his massive hands on his unusually large knees for a couple breaths. He finally stood up.

Bear took one last deep breath. "We've found something in one of the deeper tunnels." Bear was as deep voiced as his large body would imply.

"More gems?" Spot asked eagerly?

Bear shook his head. "No…I think you need to see this."

Spot felt a chill go down his spine and his hair stand on head. Bear was also not an easy diamond dog to rattle. That made the uncertainty in his voice all the more unnerving. That nagging voice in Spot's head came back louder than ever. _"There's something wrong here! This mine was abandoned for a reason! Don't find out why the hard way!"_ However, a voice representing the massive diamond in his pocket argued, _"Wimps don't get to be top dogs."_ The diamond won the argument.

"Show me," Spot said.

* * *

Tunnels snaked through the mountains. However, the diamond dogs had only recently started exploring them. The ventilators keeping fresh air pumping into the main caverns were of no help down the tunnels. The air was hot and stale. Even the lights strung up on the walls ended before Spot and Bear reached their destination. Only the sun crystal lamps on their helmets provided any illumination and only in circles directly ahead of them.

Several miners stood around a poorly made barricade of half rotted wooden planks. Something had been painted on it once, but long faded away except for some chips of white. The other miners turned to Spot and Bear as they came to the group.

"Is this it?" Spot asked.

Bear nodded.

Spot walked up to the barricade and looked in one of the wide gaps between its planks. The light from his lantern glistened off the wall of gems beyond it. He felt his mouth water upon seeing color and reflection. This chamber made the rest of the mines look barren in comparison.

"Take it down!" Spot barked before even thinking about it. He took a step away.

Bear turned to Spot with an uncertain expression that rarely crept onto his face. "This barricade was put up for a reason. It could be dangerous."

Spot took the moment to consider this. Why would they barricade the chamber ahead? Did they trap something in there? These mines had been untouched for a thousand years, so whatever was in there was long dead. Was it because of a toxic gas leak? The gaps in the planks would not stop a leak and the canary the other miners brought down was flitting in its cage as lively as ever. There was nothing he could think of that could threaten them.

"I said take it down," Spot said with a growl to his voice.

The miners paused for a second, but picked up pickaxes and crowbars. They wedged their tools behind the planks and easily yanked them down. Some boards fell apart as soon as they were touched. Within seconds the barricade was nothing but a pile of rotted out wood on the ground.

Spot stepped over the pile and into the chamber. The light from his lamp reflected off the incredible wealth of gems. Other circles of light joined it as the miners slowly followed him.

Spot scanned down to the ground and the one thing not covered in gems. It was a rectangle of bare rock. However, it was a perfect rectangle with perfectly square corners. It actually reminded Spot of a coffin.

Spot scanned his lamplight across the rock. It was very orderly in its dimensions: two feet tall, four feet across, and eight feet long. His lamp passed over a gold medallion at about the halfway point on a long face of the rock and towards the top. It had some kind of marking on it, but before he could tell what it was the medallion turned a brilliant orange and melted. Spot froze in place and stared on as the molten metal ran down the side of the rock.

Spot unfroze as he jumped back to a pinprick of white light come from where the medallion had been. The light lengthened horizontally across the rock. It soon extended all the way around. The thin slab above the line lifted up and slid off the main body. The slab landed on the ground with a loud, dull thud. Brilliant white light pour out of the main body, illuminating the chamber. _"You should never have come here! Leave while you still can!"_ the nagging voice insisted.

Spot was almost ready to listen to the voice now. He swallowed down a lump forming in his throat and felt his entire body prickle from the chill going through it. This was powerful magic they were dealing with. Perhaps the locals were not exaggerating when they said a demon had been sealed here and he might have undone that seal.

However, there was also morbid curiosity suggesting he just take a peek at what was inside. What kind of demon was in there? Was there really a demon in there?

Spot slowly crept towards the rock. He looked and gazed at the contents.

Inside the rock was a body lying in repose. Apparently Spot was not too far off considering this a coffin.

However, the body was unlike any creature Spot had ever seen. It was tall and gaunt like a skeleton with medium gray skin pulled over it and little else in between. It had no fur except for a mane of long, wiry, yellowish-white hair coming from the top of his head. Spot assumed it was male given the shape of the head and torso. He was fully clothed with a tattered, light gray shirt and medium gray trousers under a long, dark gray, equally tattered coat. A wide-brimmed hat sat on his head and footwear completely covered his feet. His arms were crossed over his chest with the right fist clenched around a gold flute.

The miners gathered around the coffin and gazed in.

"What is it?" one of the miners asked?

"Is it dead?" another asked.

"It has to be," yet another said with confidence. "Nothing has been in this in more than a thousand years."

Spot watched the body. Why would someone go to such trouble to seal away a body? Perhaps it was merely a precaution. _"Leave it alone!"_ the nagging voice pleaded.

The first miner in the conversation pointed at the flute. "Look at that. Do you think it's real gold?"

"There's one way to find out." Spot slowly reached across the body's chest towards the flute.

Spot almost had a nail on it when a yelp came from behind him. He pulled his arm back and spun around. A miner was frantically brushing his shoulder. He looked up with a sheepish grin.

"Sorry," he said. "It was a big spider."

Spot rolled his eyes and shook his head. He was letting his fears cloud his judgment. This was an ordinary body of an admittedly extraordinary creature in an ordinary mine. There were no demons, just gems for the taking.

Spot turned back to the flute. He reached in more quickly this time. He almost reached the flute with the other hand suddenly grabbed his arm. Spot felt his heart pound against his ribcage as the bony hand tightened its grip.

The body's eyes popped open. The whites were black and the irises were gold. The eyes slid in their sockets to gaze as Spot. Spot tried frantically to pull his arm free, but the hand would not relent. He could not hear the _"Gems"_ chant or even the nagging voice over his heart pounding in his ears.

The flute bearing hand slowly reached up and closed over a substantial part of Spot's vest. He was pulled down towards the head of the body. The mouth opened revealing yellowed, spike-like teeth. The breath coming from the mouth was dry and smelled like dust and rancid meat. Spot trembled as he was brought closer.

Spot turned his muzzle away before it reached the mouth. The body brought his ear close. The voice coming from the mouth was more like a wheeze, a balloon slowly releasing air formed into words. "How long?"

"H-h-how l-l-long w-w-what?" Spot managed to stuttered out.

The body swallowed and then asked more clearly, "how long have we been trapped in here?"

The body pushed Spot back away enough he could face the body. Those ghoulish eyes looked at him. Spot swallowed another lump down his throat.

"W-w-we d-d-don't know," Spot answered, "b-b-but this m-m-mine h-h-has b-b-been ab-b-bandoned f-f-for more than a thousand y-y-years."

The body, or rather the very much alive creature, finally let go with Spot's wrist and vest. Spot fell backwards. He looked around him and the gems were gone. In their place were spiders and scorpions. The ceiling and wall were moving down.

Spot suddenly thought of the diamond in his pocket. He looked down to something moving in his pocket. A scorpion as big as his hand crawl out and clacked its pincers. Spot swatted the scorpion off him and turned around as he jumped to his feet.

Spot ran to the others huddled in a corner, taking care not to step on the arachnids swarming on the ground. Their eyes were all as big as dinner plates and filled with fear. He could only imagine the same look being on his face. He practically fell into the group and turned around.

The arachnids gathered around the rock and appeared to bow. The creature sat up and then stood up. The arachnids made a clear spot for him to stand as he stepped out.

"Wh-who are you?" Spot asked timidly.

"I am known as Arachnis the Captor," the creature, apparently named Arachnis, replied casually. "Who are you?"

Spot swallowed. "W-we're diamond dogs, simple gem miners."

Arachnis nodded as he apparently took this in. "Indeed," he said. His voice had a gravelly and sinister quality to it. "We should reward you for liberating us from our prison."

Spot's fear ebbed some upon hearing about a reward. "A reward? What kind of reward?"

"A swift death," Arachnis said plainly and casually. "It is an honor we rarely afford our prey."

Spot's jaw dropped. He was too shocked to be scarred or so scared he his brain could not process it.

The arachnids turned and crawled in a moving carpet towards them. They crawled onto the miners and onto Spot. That nagging voice was back, _"You idiot!"_ it scolded.

* * *

The blood curdling screams of the diamond dogs echoed through the tunnels and chambers of the mine long after the source was suddenly cut short.

* * *

Arachnis strolled towards the entrance into the mine. His spiders and scorpions followed around him. He finally stepped out into the open and could feel the warmth of the sun on his face. He stopped and took in the sensation.

He could also feel _her_ sorrow among the light and warth. Despite her efforts, he was free to finish what he started a millennium before, and this time _she_ could do nothing to stop him.

"We're free." Arachnis chuckled. He threw up his arms and shouted, "We're free!" He gave a bellowing laugh as his words echoed through the mountains.


	2. Chapter 1: The Spectral Compass

Lord Merv grinned as he gazed into the glass display case and the treasure inside. The round, gold stand had beautiful artwork along the side of ponies. The most prominent artwork was of two alicorns flying around a tarnished silver button. It was a piece of art, but that was not what made it so valuable to him.

Merv's face reflected faintly on the glass. His white, feather-covered head lacked the crest of most griffons so it looked round and bald. A monocle balanced in his eye socket. The reflection of Garth came into the glass. Garth was massive, head and shoulders taller than Merv when standing on all fours and bulky with large muscles clearly defined under the gold fur of his lion-like body. He was the quintessential enforcer.

"Lord Merv," Garth said, "our envoys have returned from the nearby pony baronies. They will all send representatives to the auction."

Merv's grin widened to one side. "Excellent."

He directed his attention back to the display case and the object inside it. "The Spectral Compass, Starswirl the Bearded most protected treasure, lost to the world for more than two thousand years until we dug it up. Oh you are going to make me one fabulously rich griffon."

Merv rubbed his eagle claws each other eagerly and ruffled his wings to work out an anticipatory twitch building in them. He could only imagine how much those silly baronesses would be willing to pay for the artifact. He built his stronghold at the crossroads between several baronies so he could pump the ponies for tolls and other fees. However, this auction could get one of the ninnies to empty their treasury to have this little piece of their history.

Garth lowered his brow. "Are you sure we should let the ponies have this?"

Merv separated his claws and stood on them. He turned to Garth. "Of course. It doesn't work for us, so there's no reason it should take up space." He shrugged. "It might not even work anymore period."

"If the ponies can make it work, they might use it for its intended purpose," Garth said. "If they find the Rainbow of Light, they could use it against us."

Merv exhaled a laugh at the notion. He held up his claw with all three front talons up. "That assumes the Spectral Compass will work-" he folded in one talon "-the Rainbow of Light exists-" he folding in another "-and it's close enough for the ninny who gets the compass to bother to go after it." He folded in his last talon.

Merv turned back to Garth. "You're an enforcer, Garth. You're job is not to think but follow my orders. I know how these baronesses work. They only care about themselves. The Spectral Compass will become part of a collection to show off at parties, nothing more."

Garth paused for a moment. He finally planted his closed claw against his chest and bowed his head. "Of course you're right, Lord Merv."

* * *

Lord Merv's stronghold stood as a reminder to the local ponies of just how far they had fallen over the last thousand years. Obviously no pony alive would know what it was like during Pax Equestria, but there was plenty of literature about ponykind's heyday. Back then a community of griffons being allowed to set up a racket this deep in pony territory would have been unheard of. However, those days were long gone and ponykind had fallen far from grace.

There was not much the ponies could do about the griffons now that they were entrenched anyway. They were too strong for one barony to drive off and the baronies were too fractured to unite against them. Tonight, however, Magic Star and her friends could at least give the griffons a collective black eye.

Magic Star stared out at the castle from their cover. It was her first time seeing the fortress in person. It was a square wall of stone around a basic manor house. She expected more considering the fortune the griffons made off shaking down the ponies.

She turned her attention to their security. The gate was closed and griffons paced on the battlements. Floodlights on the towers at the corners pierced the increasing darkness of the evening to flood the clearing in front of the castle with light. She knew more griffons were inside the walls too.

She turned back to her colleagues. Gusty, North Star, Powder, Hurricane, and surprisingly Shady were there. Wind Whistler was absent, but she had done enough by making flybys to gather intelligence. Monsoon and Paradise were not there either, but they never went out into the field.

Gusty looked like something was wound too tight under her white coat or more likely under her straight, green and red streaked mane. Her aqua eyes were fixed on the castle, and Magic Star could see the faintest glow around her fluted horn. Gusty never liked playing the waiting the waiting game. "Go in horn first," was a line Magic Star had heard all too often from her even in planning this raid. However, they needed to wait for the right moment to act whether Gusty liked it or not.

Shady was a trembling hump of dark pink with curly, bright yellow hair on top and to the back. Her light blue eyes where big and filled with his fear. Magic Star did not know why Shady always put herself through this torture. She would volunteer for something, but be a trembling pile of nerves when she got to see they were not kidding about it being dangerous.

North Star and Powder were somewhere in between in terms of readiness. They just sat there patiently. They were ready, but not on a hair trigger like Gusty.

Hurricane was the lone stallion of the group. He almost always wore one of his signature aloha shirts, but was completely bare for this mission. It was actually odd see all of his white coat that stood out against his dark red mane and tail. His deep blue eyes were directed skyward as the blanket of low clouds spread across the celestial dome overhead.

"Right on time," Hurricane mused aloud.

It was the clouds they were waiting for. They could not muscle their way in and out of the castle, but some misdirection and hidden movement might let them get what they came for and get out before the griffons were the wiser.

Magic Star returned her attention to the group. "You all know the plan, right?" she whispered.

"For the thousandth time, yes," Gusty snapped barely able to keep her voice to only a whisper.

"Hurricane and I fly into the cloud deck and hide above the castle," North Star said in her Trottingham accent.

"Gusty and I take up position in the woods near the south wall," Powder added.

"Right," Magic Star said.

Magic Star turned her attention to Shady. Shady made somehow made herself even smaller when she realized everypony's attention was directed her way. She swallowed nervously.

"Then I created a…a distraction, so the others can slip in unnoticed," she said timidly.

Gusty lowered her brow. "Really, Shady, you've got the safest job in this raid." Gusty then motioned to Magic Star with her head. "Except for Magic Star being lookout," she said in a mildly condescending tone.

Magic Star was ready to take issue with how Gusty said that. She might be the farthest from the griffons, but she would be the one everyone on was counting on to get the timing right. Besides, she and Shady were earth ponies. The wall was designed specifically so they could not jump over it, so there was no getting in for them.

Magic Star looked up at the clouds. They were now stretching over the castle. She turned to North Star and Hurricane. "It's time."

North Star and Hurricane nodded and spread their feathery wings. With a single flap they took to the air. They flew straight up and disappeared into the blanket of clouds overhead.

Magic Star turned to Gusty and Powder next. "Make your way to the south wall and wait for my signal."

Gusty and Powder nodded. They kept their heads down as they carefully slunk into the underbrush with barely a sound.

Magic Star turned to Shady still hunched over. "You're on, Shady."

Shady swallowed. "You're sure this isn't dangerous?"

Magic Star motioned to the castle. "You just have to stand out there and talk."

"Okay," Shady replied timidly.

Shady stood up and sulked past Magic Star. Magic Star turned to watch Shady step out of the brush and slowly cross the clearing in front of the castle. Magic Star felt a prickling go down her spine. There was no turning back now.

Shady eventually drew the attention of the griffons on the battlements. They stopped and look down at her. "Halt! Who goes there?" one of them shouted loud enough Magic Star could hear them clearly.

Shady stopped and maybe even backed up a step. She looked up at the battlements.

Magic Star had told her to "bring the grievances of ponies to them" to make her look like a dissatisfied customer of their "services." Knowing how egotistical griffons could be, so expected them to find this hysterical and gather around to watch. Shady's inoffensive nature would only make it more humorous.

Sure enough she heard the unrestrained laughter of the griffons. She could even see a few looking back and motioning to griffons out of her view to come on up. The front battlement was soon crowded with griffons giggling and laughing as Shady stood there probably mumbling how they are mean and should leave ponies alone.

Now came the dangerous part. With much of the stronghold watching the show, North Star and Hurricane dropped out of the clouds and into the castle. Magic star picked up a mirror and held it to reflect light at the tongue of woods near the south wall while keeping the reflection away from the griffons.

Magic Star set down and mirror and waited. She saw aqua and purple flashes of Gusty and Powder teleporting out of the woods and into the castle. They were in, and all she could do was wait.

* * *

North Star landed in a dark and secluded part of the castle's grounds. She flicked her purple mane back to get it out of her eyes and quickly surveyed the area inside the walls to get her bearings. She was the perfect navigator with a sense of direction almost as good as a compass and a photographic memory. The aerial photos Wind Whistler had taken were burned into her mind and she assigned each shape from the photo to the building it represented.

Hurricane landed take to her and looked around. While North Star made a mental map, he made sure the grounds were clear.

The griffons were giggling and laughing on the front battlement. Shady was apparently keeping their attention. It had to be humiliating for the young mare, but they would all have the last laugh if they pulled this off right.

"The coast is clear," Hurricane said in a whisper.

Gusty and Powder appeared in flashes of aqua and purple respectively.

North Star remembered Wind Whistler saying there was a lot of activity around a smaller building next to the manor. The Spectral Compass was probably being kept in there since the main manor would have been too obvious. It was like hiding jewelry in a book next to the safe instead of the safe. North Star noticed a small outbuilding next to the main manor.

"Follow me," North Star said as she quietly trotted towards the building.

The four snuck towards the outbuilding. They stayed in shadow as much as they could. They reached the outbuilding and slunk around the wall facing away from the main manor.

North Star peeked around the corner. The area was empty. She glanced to the crowd of griffons on the battlement still chuckling away and blissfully unaware their castle had been invaded.

North Star motioned with her head and slowly crept around the corner to the door. She reached out for the door handle as soon as she could get her pink hoof on it and pushed down. It stopped almost immediately: locked.

North Star turned back to Powder. "I believe this is your expertise."

"One impromptu key coming up." Powder walked out from behind the corner and the others followed her.

Powder pushed her white and red streaked mane behind her ear and pointed her purple horn at the lock in the handle. She concentrated as a purple aura appeared around it. The aura became brighter at the tip and shot out as a beam. The beam quietly hit the lock. Frost formed around the lock and ice grew out of it. The ice formed into the round head of the key.

Powder made the beam stop, but the aura around her horn remained. A similar aura surrounded the key and it turned until the lock clicked: unlocked. Powder let up and North Star gently pushed on the handle. This time it gave and the door sprang open slightly. North Star pulled it open and the other three quickly slipped in. She swung around the door and closed it behind her.

North Star turned her attention ahead of her to two griffon guards in front of a mesh door leading to lift shaft. North Star gasped as the two grimaced and slunk towards them like big cats approaching their prey. A sudden gust of wind blasted one into the other and so hard into the wall it made North Star set her teeth on edge. The two fell to the floor and slumped over unconscious.

North Star took a moment to realize it was Gusty's magic. The aqua aura around her horn faded to the nothing.

Gusty trotted to the elevator. "Come on."

North Star followed Gusty to the lift shaft with Powder and Hurricane behind her. Gusty pushed a button and the pulley lines in the shaft began to move. A rather large but basic lift car came up and stopped. Gusty pushed the mesh door aside and the stepped in.

Hurricane stopped and pointed to the unconscious griffons. "What about them?"

"If we're quick they won't come to until we're gone." Gusty motioned in with her hoof. "Let's go."

Hurricane joined the others in the lift. Gusty pushed a button on the side wall. There was no need to bother with the door as they were going to be coming right up.

The lift began to descend. The shaft was brick with no other features of note. The lift came to a stop after maybe fifteen seconds to another mesh door.

Hurricane pushed the mesh aside. It was bright, stingingly so after been in the dark for so long. The walls and peaked ceiling were painted a light gold color with white columns and arches. Crystal chandeliers hung down from each arch and flooded the hall with light.

North Star took a few seconds to adjust to the light before stepping out of the lift. As she could see better she could see doors spaced evenly on the walls. Gusty had already opened one.

Gusty looked in and turned back to the others. "You need to see this," she said.

North Star poked her head inside the doorway. The room beyond was filled with gold and jewels. No doubt the hoard they had built off the ponies. North Star wished they could take some of it back to its rightful owners, but they were here for one thing.

North Star pulled her head back and looked to another door as Hurricane approached it. He opened the door and looked in. He pulled his head out. "I think I found it."

North Star clambered to Hurricane along with Gusty and Powder. She practically ran into the room part way before stopping.

There were several glass cases along the opposite wall. Most were empty, but one had a gold stand inside it. It looked just like the artifact in Paradise's book.

"I don't believe it. It's the Spectral Compass," Powder said in amazement. "To think it's been lost for all these centuries, even during the height of Pax Equestria."

"At the time everypony cared more about the Elements of Harmony and the princesses," Hurricane replied. "Starswirl the Bearded also didn't want a power like the Rainbow of Light to fall into evil's possession, so he kept almost no record about it. The only clue about its location is that compass, and even its existence was kept secret."

"Well, let's grab it and get out of here," Gusty said impatiently.

Powder heaved a sigh. "Fine, killjoy."

Powder pointed her horn at the case. The aura surrounded it only with a much brighter glow. A much larger and brighter beam shot from the tip. The beam hit the case and ice quickly formed and thickened on it. The glass suddenly shattered and blew away from the case.

An aqua aura surrounded the artifact and it floated from the case. It floated to Gusty with a similar aura around her horn and slipped into her saddlebag. "Let's bolt."

North Star could not argue with the sentiment. There was no telling what had been happening on the surface. She trotted into the lift with the others. Gusty pushed the button as soon as everypony was inside. The lift began to rise up.

North Star felt herself growing tense. Once the lift reached the top it was that one hallway and she could fly away from here and back home to Ponyville.

Her heart almost skipped a beat when the lift came up to Lord Merv himself and two other griffons entering. The two griffons who had been standing guard were just coming around. North Star let out a gasp as her eyes made contact with their seething eyes glaring at her.

Another gust of wind blasted the three back and Merv right through the door.

North Star did not even think of it being Gusty. She did not even think of saying anything. She just ran for the opening as the griffons tried to collect themselves.

The doorway passed by her and she opened her wings. She leapt off the ground and flew high above the wall. She then finally hazarded a look back. Hurricane was behind her and Gusty and Powder teleported away. Merv got to his feet and spread his wings.

Merv getting ready to take flight was all North Star needed to see. She directed her attention forward and flapped her wings harder to move faster.

* * *

Magic Star watched as North Star and Hurricane flew right above the griffons and Gusty and Powder flash into existence outside the front wall. They were supposed to come back they way they came through cover. They had apparently been spotted.

Gusty shouting, "We're coming out hot!" only confirmed that they did not make a clean get away.

Shady joined Gusty and Powder running back towards the woods. The griffons leapt off the battlement and spread their wings to glide after the ponies. Shady, being an earth pony and undoubtedly scared out of her mind, pulled away from Gusty and Powder. However, the two teleported ahead before the griffons could reach them. North Star and Hurricane disappeared into the clouds, and the griffons broke off from chasing them.

Gusty, Powder and Shady practically leapt into the woods in front of Magic Star. The three panted as they tried to catch their breath.

"Did you get it?" Magic Star was almost afraid to ask. They would never reach it again after this.

Gusty gulped some air to even her breathing a little. "You bet we did." She tilted her shoulder to show the saddlebag with clearly something in it. "We just ran into a little trouble coming out."

Magic Star looked to the clearing. Merv stood on the battlement chasing his claw in the air. "Find those blasted ponies and tear them apart!" she shouted.

Several griffons made their way towards the forest boundary.

Magic Star turned to the three still catching their breath. "You all know your routes home?"

The three nodded.

"Then let's get out of here," Magic Star said.

Magic Star bounded over a bush and started on her route back to Ponyville. She heard the others begin making their way through the brush. After a minute she heard the distant shouting of Merv calling his troops back.

Comfortable she was no longer being pursued, Magic Star made her way to a dirt trail through a field of tall grass. It would lead her straight home to Ponyville and hopefully a good night's rest after a bit of evening excitement.

* * *

Wind Whistler opened her eyes and rolled to the side in her bed. The clock on her night stand showed quarter to six with its ornately crafted hands. Wind Whistler sat up and stretched, spreading her wings as far as they would go comfortably before folding them against her sides again. She hopped out of bed and stretched her back and hind legs some more.

The front most lock of her pale pink mane fell over her eye. Wind Whistler glanced to the mirror above her dresser. From the front the lock partially covered her pink eye. She scowled and blew out of the corner of her mouth to blow it back, but it fell right back to where it had been. She sighed and decided to let it have its way again.

Wind Whistler was a lark. She was actually a pegasus, but ponies called her a lark because she was always up early. While other ponies lay in bed, Wind Whistler was up and about literally greeting the day. This was actually a little late for her. She just hoped she was not too late.

Wind Whistler walked up to the shutters covering her window. The faint glow was already coming through the seam between the two wooden doors and the frame. She gently pushed the shutters open and basked in the cool, crisp morning air carrying the sweet scent of flowers. Some of those flowers were the impatiens in the flower box under her window.

Wind Whistler hopped onto the sill. She spread her wings as she hopped out of the window and flew up onto the thatch roof of her house. It was like most permanent buildings in Ponyville: thatch roof and white walls with pink wooden studs. The town looked like a sea of yellow waves from the rooftops.

Wind Whistler looked east. The sky was peach color just above the eastern horizon and transitioned to a similar shade of pale blue as Wind Whistler's coat. The few clouds in the sky had glowing, pink undersides, but the Sun had not yet made her presence known. She was just on time.

Then it happened. The orange disk of the Sun peaked out from behind the mountains in the distance. It cast light across the countryside and town making everything look ablaze in red and oranges.

"Good morning," Wind Whistler said, greeting yet another day.

* * *

After her typical morning rituals, Wind Whistler came out her door to begin the day for real. She was unusually giddy today with a skip to her step. It had to be the anticipation. The others raided Lord Merv's castle last night, and she wanted to know how it went. She wished she could have come, but her job as weather mare had kept her in town and she was not the best for field work. Hopefully her forecast for evening clouds was useful.

Wind Whistler took in the town around her. Ponyville was like it was frozen in time. Many towns and cities collapsed with the fall while others sprang up over the centuries. However, Ponyville was much like it was a thousand years. Even many of its more iconic fixtures like the Carousel Boutique and Tailor Shop were still standing and open for business. Though, this was because those who wielded power in the barony preferred to keep Ponyville as is. What would they think of Wind Whistler and her colleagues' plans now that they hopefully had the instrument to carry it out?

Wind Whistler began her morning rounds by trotting to Posey's Flower Shop. The yellow earth pony opened the top half of her door and leaned on the bottom half as Wind Whistler drew near.

"Hello, Wind Whistler." Posey waved.

Wind Whistler trotted up to the door. "Salutations, Posey."

"You seem unusually giddy today," Posey said.

Wind Whistler did not want to give away why she was in such high spirits this morning, but she had to give some answer to the florist. "Let's just say I'm expecting big news."

"So he's finally going to propose?!" a familiar voice practically shrieked.

Heartthrob landed next to Wind Whistler. The pink pegasus threw her hooves around Wind Whistler. "What a glorious day this will be for you."

Heartthrob turned to Poesy why still having Wind Whistler her grip. "We'll need a bouquet of red roses. Make sure there are no white ones since that's a funeral flower."

"I know what the different colors of roses mean," Posey grumbled, obviously insulted. "I'm the florist. You don't see me telling you how to match ponies."

Wind Whistler took a few seconds to let what was going on soak in. Ponyville's matchmaker was known for taking her "customers" by surprise. When it all came to together Wind Whistler pushed herself out of Heatthrob's grasp.

"Hurricane's not going to propose today, at least as far as I know," Wind Whistler said more forcefully than she intended. "I'm expecting other big news."

"Hmph," Heartthrob exhaled. "What are you two waiting for? Really, if he can't work up the courage to make a commitment, you should start looking elsewhere. A beautiful mare like yourself can have your pick of a stallion."

Wind Whistler caught some stallions out of the corner of her eye looking her over. As soon as she turned to face them they started walking away acting like they had been doing nothing.

Wind Whistler knew she was beautiful and took very good care of herself. However, most the stallions who noticed her seemed to only see her pretty face did not care about anything else. Hurricane appreciated her mind and company as well. He might be too shy to propose marriage just yet, but Wind Whistler wasn't ready for marriage either. She enjoyed his company, and that was what was important in a relationship.

She returned her attention to Heartthrob and Posey who were now arguing over the issues of love. Wind Whistler figured now was a good time to remove herself from the situation and continue her rounds. She could give Posey her garden weather report later when Heartthrob was elsewhere.

More ponies came out of their homes and businesses as the town collectively woke up. Sparkler unlocked the front entrance to her "Jewels and Joules" shop and flipped the sign in the door window from "CLOSED" to OPEN." Wind Whistler trotted past the odd shop where a pony could buy a diamond ring and a stick of dynamite. The scent of fresh bread baking then caught her attention as her route took her near Sugar Cube Corner, another one of those businesses frozen in time.

Something unfamiliar grabbed Wind Whistler's attention. She stopped and strained to hear a frightened shout. She looked to where it coming from.

The shouting had been coming from a street leading out of town. Wind Whistler came around a bend to see three ponies on the street. She recognized Apple Bumpkin and Apple Cinnamon Crisp immediately. The hulking yellow stallion and muscular light green mare were looming over a turquoise unicorn mare hunched up against a fence post.

Wind Whistler rolled her eyes. The Apple Family was known for three things: farming apples, being against change, and harassing ponies outside the family for the stupidest reasons. Bumpkin and C.C. were the worst offenders. Hopefully Wind Whistler could defuse the situation before they did something that got them another night in the law station's corral.

As Wind Whistler got nearer she could hear the conversation between the three.

"Why won't you just let me go into town?" the unicorn pleaded. "I'm tired."

The unicorn sounded young like an adolescent or very young adult. Wind Whistler was now starting to get angry at the two Apples. Her merry trot turned into a storming stomp. They were thugs, but even they should have the decency to leave a young filly alone.

"You're not from one of the neighboring baronies," C.C. said in an arrogant drawl. "I've never seen a pony with four hair colors."

"Yeah. I've never seen a pony with eyes like yours either," Bumpkin said in his dull manner of speaking betraying his lack of intelligence. "And what's with the fancy ribbons and stuff?"

"I told you I'm a crystal pony who is just looking for a place to stay," the unicorn practically sobbed. "I don't want any trouble."

"Well, you're in trouble, foreigner," C.C. said in a threatening tone.

"Cease your harassment at once!" Wind Whistler snapped.

Bumpkin and C.C. looked back to Wind Whistler with glares. Wind Whistler stopped in front of them, glaring at the two.

"This unicorn has not caused any trouble," Wind Whistler said sternly. "Let her through."

"She's a foreigner," C.C. replied. "For all we know she's a bandit or a spy."

Wind Whistler looked at the unicorn. As she guessed was somewhere between an adolescent and a young mare. She trembled and stayed hunched against the fence. She wore a pair of saddlebags against her sides along with a sleeping bag, canteen, and lantern. Her eyes were ruby red with light glinting off some of their many polygonal faces. Her hair was Dark green, white, and two shades of pink, and styled with pink ribbons far more elaborate than the simple bows Ponyville mares and fillies tied around the base of their tails. She was too flashy to be an effective spy and would be one of the youngest and least hardened bandits in the history of banditry. Though, that basic level of observation was beyond these two.

Wind Whistler returned her attention to Bumpkin and C.C. and sharpened her scowl. "Let her pass, you two. Otherwise we can take this up with the constable, and he can prepare your secondary residence at the law station."

"On what grounds?" C.C. asked sharply.

"On the grounds you are a public menace," Wind Whistler said, "harassing a poor filly who has done nothing wrong. You should be ashamed of yourselves."

C.C. ground her teeth apparently taking Wind Whistler's last sentence as a personal affront. "Fine-" she pointed her hoof at Wind Whistler "-but any trouble she causes here is on you."

Bumpkin and C.C. slunk past Wind Whistler and towards town.

Wind Whistler ignored the two and concentrated on the unicorn. She was still against the fence, but more relaxed. She heaved a sigh and stood up.

"Thank you so much," the unicorn said. "I'm Fizzy."

"You are quite welcome, Fizzy," Wind Whistler replied. "My name is Wind Whistler."

Wind Whistler turned toward town and motioned with her head for Fizzy to follow. Fizzy walked with Wind Whistler down the road.

"I would suggest avoiding the Apple Family," Wind Whistler said. "They can be quite territorial, especially since their matriarch left a few years ago."

Actually, the Apple Family had been territorial since the Cherry Family came into town centuries ago and they had to give up a third of the land for cherry orchards. It was just that they had gotten worse since Applejack left for greener pastures.

"A Crystal Pony, eh?" Wind Whistler asked to get her mind off the Apples. "I have heard of your kind living in the Jewel Desert."

"That's where I'm from," Fizzy replied. "I lived in Berylon."

Wind Whistler was not sure where Berylon was, but it sounded like a name the crystal ponies would give a barony.

"What brings you this far east?" Wind Whistler asked.

"Well, I'm not really cut out for the desert," Fizzy replied. "Check out my unicorn magic."

Fizzy concentrated and a pink aura surrounded her horn. Several bubbles appeared out of the air around it. Fizzy pointed her horn at the stream along the road and bubbles formed on its surface and floated off. The bubbles floated away and popped.

Fizzy relaxed and the aura faded. She turned to Wind Whistler. "I can teleport and move things too. However, my bubble magic doesn't work very well in the desert."

"Probably because the desert atmosphere does not have much moisture content," Wind Whistler said before realizing her explanation was a little much for this filly or very young mare.

"I guess…" Fizzy trailed off.

"Anyway, I wasn't much help there, so I figured I would find somewhere to live where my magic worked better," Fizzy said giddily

This young unicorn certainly recovered from being terrorized by the two Apples quickly. After only a minute or so she was as happy as a schoolfilly and babbling like a brook. There was also an innocent sweetness to her.

The reason Wind Whistler was in such high spirits suddenly rushed back to the forefront her consciousness. They were having a meeting this morning at Paradise's to look over the Spectral Compass.

"I am sorry to cut our conversation short, but I have to be somewhere," Wind Whistler said as politely as she could while still being in a rush.

"You can't leave me alone." Fizzy looked at Wind Whistler with her huge eyes. "What if those two jump me in town?"

Wind Whistler heaved a sigh. It was not just those two she had to worry about either.

"All right, you can come with me," Wind Whistler said.

* * *

Paradise's was both her home and Ponyville's library. Ponyville had once built a library out of a living tree which was cute. Then the tree died from nothing but old age and fell over, and ponies decided living things did not make the best buildings.

The library was a normal building but had a slate roof instead of thatch. Otherwise it looked like any building in Ponyville from the outside.

Wind Whistler walked up to the door. She pushed down the handle pulled the door open. Fizzy walked inside and Wind Whistler followed.

The front door led straight to the front desk where Paradise was sitting. To the left was a large room with several rows of shelves crammed with books as well as desks to sit down and read. The desk cut off access to the right side with a staircase leading up to the second story.

Paradise looked up as they entered. The white pegasus mare had unruly orange hair that curled every which way and one of those curls lay right between her green eyes. A pair of eyeglasses with green, turtle shell frames perched on her nose. A pearl chain connected the temples of the glasses and went behind her head.

"Who's your friend?" Paradise asked.

Wind Whistler motioned to Fizzy. "This is Fizzy. She had run into some trouble with a couple Apples on the outskirts of town. She is new here, so she has nowhere else to go."

Paradise frowned. "Do you expect to take some stranger who just got into town into the back right after we got the you know what?"

"What?" Fizzy asked.

Wind Whistler walked up to the desk and beckoned Paradise to come close.

"We cannot leave her out here since she would try to imagine what we are doing back there," Wind Whistler whispered in Paradise's ear. "I take full responsibility for her."

"Please don't turn me away," Fizzy pleaded. "I won't cause any trouble, I promise."

"Fine," Paradise said as Wind Whistler stepped back. "Just be prepared for the others to object."

"Thank you, Paradise," Wind Whistler said.

"The others are waiting, so go right in while I close up." Paradise lifted a part of the desk for Wind Whistler and Fizzy to walk into the area behind it.

There was a door behind the desk labeled "PRIVATE." Wind Whistler pushed down on the door handle and pushed it open. She walked in with Fizzy close behind her.

The room took an immediate turn to the right. It then turned right again into the main area. The room was where Paradise stored old and damaged books before sending them to the recycler and stacks and boxes of books filled the corners. It was also a good meeting room with no windows into the rest of the library or outside.

As Paradise had said, everyone was there. Magic Star, Shady, North Star, Hurricane, Monsoon, Gusty, and Powder were all seated around the table in the middle.

Hurricane immediately caught Wind Whistler's eye with the light blue aloha shirt with white hurricanes printed all over it like he almost always wore.

Gusty looked up and scowled. "And who is she?"

Wind Whistler looked back and saw Fizzy hunch over slightly. Wind Whistler turned back to Gusty with a glare. "Her name is Fizzy and she will be joining us today."

"Don't be so confrontational," Powder said dismissively. "Besides, it's nice to have another unicorn in the group. It had been turning into a wing fest lately."

"Welcome, Fizzy," Magic Star said.

Magic star stood up and walked over to them. She offered her yellow, front hoof for a shake. Fizzy slowly raised her hoof and gently touched it to Magic Star's. The two shook hooves and Fizzy seemed to instantly relax.

"You have to forgive Gusty," Magic Star said. "It's just that what is seen and discussed in this room cannot be discussed with anypony else."

"Is this some kind of secret society?" Fizzy asked.

"Kind of," Wind Whistler said. "We are dedicated to reuniting ponykind, but there are very powerful ponies in this barony who would rather keep things the way they are."

Paradise came around the corner. "Let's take a look at last night's spoils, shall we?"

Everyone sat down around the table with a pair of saddlebags on it. Gusty opened one of the bags with her magic pulled out the gold stand about as big around as a small dinner plate.

Magic Star looked to Paradise. "Is this it?"

Paradise nodded. "It looks like the artwork I've found of it."

"Then let's turn the sucker on and see what it does." Gusty reached for the button on it. Before anyone could even tell her to stop she pressed the tarnished silver button in.

Everything came to a standstill in the room as all eyes were on the compass. Was it a fake? Was it broken after so many centuries of neglect?

The top opened in quarters and a colorful crystal cut into an octahedron floated out. Energy sparked across its faces. It suddenly flared.

Wind Whistler shielded her eyes from the flash of light with her hoof and turned her head away. The light seemed to fill the room with tangible color and a warm feeling that came over Wind Whistler inside and out.

Everyone looked to the crystal as the light faded. The color and warm feeling faded too. A circle with degree marks and labels projected from the crystal and an arrow pointed from the crystal past the edge of the circle. The circle and arrow seemed to slowly shift through the spectrum.

Magic Star exhaled a laugh. "It works. It actually works."

"But what was that flash?" Shady asked timidly. "Do you think it was dangerous?"

"Probably a discharge of built up energy from not being opened for so long," Wind Whistler said. "It should be harmless."

"Should?" Shady squeaked.

Before Wind Whistler could gather her thoughts to reply a heavy and rapid thumping came at the front door.

"I thought I put out the closed sign," Paradise grumbled.

Paradise stood up and disappeared around the corner.

* * *

Paradise came out the door to the back room. Whoever was so impatient to check out a book better be ready for a grumpy librarian. Paradise fluttered over the desk and stormed to the door. She opened the top half and came face to white face with Baroness Crown Jewel.

Paradise fought back the urge to tell their self-important leader to go away. "Hello, Baroness Crown Jewel," Paradise said as politely as she could.

"Hello, Paradise," Crown Jewel replied haughtily.

Paradise opened the door.

Crown Jewel walked in a graceful and fluid movement. Her light blond, immaculately styled mane and tale bounced with every step. She was a living example of the old saying that beauty was only skin deep. Her pretty face hid a spoiled brat from a very long line of spoiled brats.

"Why are you closed at this time of day?" Crown Jewel grumbled as she walked into the lobby.

"Well, I was doing some cleaning," Paradise said. "I didn't finish up last night, so I had to finish up this morning."

"What brings you to my _humble_ business?" Paradise said trying to not sound patronizing.

Crown Jewel stood up on her hind hooves and leaned against the desk. "I got a message from Lord Merv this morning. He had been planning an auction of an ancient pony artifact."

"I wonder how many sacred sites and graves he desecrated to find it," Paradise mumble under her breath.

Crown Jewel flicked her ear, apparently hearing Paradise. She scowled.

Crown Jewel began rubbing her hoof against her chest. "I was hoping to win this piece of pony history. It would increase my…er…subjects status to have it in _our_ possession."

Paradise rolled her eyes. "Well, I'm just a simple librarian, not a super thief."

Crown Jewel lowered her brow. "Don't play dumb with me. I know about your little group."

She turned towards the door. "Step lightly, Paradise. I'm the big dog in this barony and I do bite."

"And there's always a bigger dog out there that will bite harder," Paradise retorted. "You don't frighten me, Baroness."

Crown Jewel stormed out of the building and bucked the door closed behind her.


	3. Chapter 2: Trouble Comes on Many Legs

Wind Whistler threw herself back and she pulled the seat of the sofa out into a bed. Wind Whistler let go of the edge and fell onto her back. She quickly rolled over and got back on her hooves.  
"On paper a convertible sofa was no doubt a good idea," Wind Whistler said. "However, I do not believe they thought of how difficult they are to open and close."  
However, it was the one action needed to turn the den into a second bedroom.  
"Thank you for letting me stay at your place." Fizzy climbed up onto the sofa turned bed. "I'm not sure if the inn would accept the gems I brought."  
"They would, but our 'friends' from earlier and the rest of the Apples typically spend their evenings there," Wind Whistler said. "You will be safe here in the weather office."  
"You're the weather mare?" Fizzy asked.  
Wind Whistler nodded and turned to show the cutie mark of two pink whistles and one blue whistle a few shades darker than her coat. "I got my cutie mark when I realized a major storm was coming into the barony and sounded the alarm. Once I was an adult, they made me the local meteorologist."  
Fizzy furrowed her brow. "What do meteors have to do with weather?"  
Wind Whistler rolled her eyes. She had heard that question many times before. It was typically a mean joke. However, how innocently Fizzy asked it made her smile. Weather forecasting was probably much less scientific in the more predictable desert climate.  
Fizzy bounced gently up and down the cushions and felt them give under her hooves. "So, what was all that about back at the library?"  
Wind Whistler paused. Should she tell this newcomer everything? She saw the Spectral Compass work, so she might as well know.  
"This cannot be told to anypony else," Wind Whistler said sternly. "We should not even be discussing it outside of that room in the library."  
Fizzy swallowed and looked on with wide eyes and the corners of her mouth pulled in tight.  
"We have dedicated ourselves to rebuilding the pony nation," Wind Whistler explained. "We are tired of the griffons and just about everything else having their way in our territory and ponies being so divided. However, some ponies like our baroness and the Apples as well as non-ponies are against reunification and would put a stop to our plans if they ever found out. That is why we have to keep this a secret."  
"I can keep a secret," Fizzy said, holding up her left hoof and crossing her chest with her right.  
Wind Whistler smiled because she could not stop herself from smiling seeing this.  
"What was that thing you had?" Fizzy asked. "What does it do?"  
"We believe the device is the Spectral Compass," Wind Whistler said. "It was built by Starwirl the Bearded more than two thousand years ago to lead to the Rainbow of Light."  
Fizzy furrowed her brow. "The Rainbow of Light?"  
"Have you heard of the Elements of Harmony?" Wind Whistler asked.  
Fizzy nodded.  
"It is believed the Rainbow of Light was the magical force Starswirl the Bearded used to forge the Elements in the first place," Wind Whistler said. "Our hope is to find the Rainbow of Light and forge a new set since the original Elements of Harmony were lost when Equestria fell. Then we can find the ponies who represent the Elements, so we can cast the spell that will create an alicorn who can unite ponykind as its new princess."  
Fizzy gasped with her eyes as wide as they can get. "Wow," she gasped.  
Wind Whistler frowned. "However, I am tepid about this method of unification."  
Fizzy frowned too. "How come?"  
"I do not believe installing a princess is what ponies need," Wind Whistler said. "I think ponies should be united, but not under some ruler. I would prefer that we became more democratic and active in our race's destiny than leaving it to a powerful few."  
"I guess you're right," Fizzy said absentmindedly, perhaps not fully grasping everything Wind Whistler said.  
"Anyway, enough about me and my colleagues," Wind Whistler said. "What about you? It must have been a difficult journey from the Jewel Desert."  
"It wasn't too bad," Fizzy replied. "I traveled mostly night since crystal ponies can see really well in the dark."  
[i]So their eyes are different from normal pony eyes beyond their geometry,[/i] Wind Whistler thought. Normal ponies had terrible night vision, but the crystal ponies' odd eyes must have been better at collecting the low levels of light.  
Fizzy stretched out on the sofa.  
Wind Whistler turned her attention to her cutie mark: three pink soda glasses with white heads of foam on them and pink straws coming out of the foam. She furrowed her brow. "That is an odd cutie mark for a pony who grew up in the desert to have."  
Fizzy looked to her flank. "That's what a lot of ponies in Berylon said. Many say my special talent is raising ponies' spirits like a glass of soda on a hot day."  
"You have soda out there?" Wind Whistler asked.  
Fizzy shook her head. "Not all the time. Some traders from the east brought some." Fizzy smiled and licked her lips. "It was so good. It was actually when I got my cutie mark. At that point I decided I would travel east to where they make soda once I was an adult."  
Fizzy frowned. "Do they make soda here in Ponyville?"  
"We make some," Wind Whistler replied. "We make some cherry sodas, but apple cider is the beverage of choice here."  
"Well, I'll have to try some." Fizzy stretched. "Right now, I need an afternoon siesta."  
Fizzy relaxed and her eyelids fell partially over her eyes.  
Wind Whistler picked up the blanket she had gotten out and threw it over Fizzy.  
"Thank you," Fizzy said drowsily.  
Wind Whistler walked up to the window and pulled down the shade.  
"Wind Whistler," Fizzy said in the midst of a yawn.  
Wind Whistler turned back to the unicorn. "Yes?"  
"Do you have any brothers or sisters?" Fizzy asked.  
Wind Whistler furrowed her brow. That was an odd question to ask before going to sleep. However, she saw no harm in answering. "No. I have many cousins scattered throughout the neighboring baronies, but I am an only foal."  
"I am too," Fizzy said. "I had always wanted a big sister, and I would have loved her to be like you."  
Wind Whistler paused to think about the prospect. Having said she would be responsible for Fizzy to the Apples and her colleagues, she had become something similar to a big sister to her. She was actually just Fizzy's unofficial advocate, but she wanted there to be more of a relationship than that.  
Wind Whistler felt a kind of tenderness towards Fizzy, especially seeing her nod off to sleep. It was different than her romantic feelings towards Hurricane. Perhaps it was what a big sister felt towards a little sister.  
She only met Fizzy earlier that morning, but she already felt they had something in common. Perhaps it was how they were both alone in a crowd. Fizzy was a newcomer to one of the less welcoming baronies while Wind Whistler was considered austere and distant with her complicated vocabulary getting away from her at times and tendency to rely more on logic and critical thinking than emotions and instinct.  
Fizzy also did not seem repulsed by these things in her. Like Hurricane, she seemed to admire them. Wind Whistler felt happy to meet another pony who appreciated her virtues.  
There was also just something about Fizzy. Her genuinely bubbly personality was a change from the forced contentment that passed as happiness in Ponyville. Her special talent was definitely lifting your spirits. May her innocence and optimism never be dulled by reality, Wind Whistler thought.  
Wind Whistler could never be Fizzy's real big sister or anypony's big sister since her parents were well past foal-bearing age. However, she would like to be this young mare's big sister in all the ways that really counted. If this day was any indication, life in Ponyville would be much more enjoyable with her around.  
"Have a good rest, 'Little Sister,'" Wind Whistler whispered under her breath. She pushed down the switch on the wall to close the blinders around the sun crystal in the main lamp.

* * *

Arachnis stopped on small ridge and looked down at the valley blow him. A village of thatch roofed buildings sat along a small river. It was predawn, but he saw a couple of ponies in the streets cleaning in front of the buildings. Arachnis' mouth peeled into a grin.  
One of the spiders crawled up onto Arachnis' shoulder. [i]"At last we find our prey,"[/i] she said in the spider's language of hissing and mandible rattling.  
"Yes," Arachnis replied. "It seems the ponies are much less numerous than the last time we visited Equestria. However, that will make the task of eliminating their kind that much easier."  
Arachnis twirled his flute in his hands. "I hope you enjoyed your barrowed time ponies because it's time to pay the piper."  
Arachnis put his flute to his lips. He had not played the Diminishing Melody for a thousand years. He could have used those canine miners for practice, but decided to save his liberators the terror. Besides, he knew every note by heart.  
Arachnis blew over the mouthpiece of the flute and began to play. As a musical piece, the Diminishing Melody was a haunting tune, indicative of its sinister powers. As the player, he could actually see the music as a purple bar with notes twisting and curling out of the end of the flute and slithering across the ground towards the village. It branched out and reconnected as it entered the collection of buildings. The bar and notes passed through the buildings and traveled down the streets. The whole village looked like was covered in a spider's web.  
As much as Arachnis liked the visual and audio aesthetics of the Diminishing Melody, it was the power that interested him and his horde. The power began working as the bar surrounded the unsuspecting ponies in the street and they shrank down to the point they could not be seen. The same thing was happening to the ponies in the houses. They could not see or hear the spell, but the ponies were certainly feeling the effects as they shrank to the size of insects.  
Arachnis played the final note of the melody and took flute away from his lips. The bars and notes faded, but they had done their job.  
"Let the long belated annihilation of the pony race begin," Arachnis said.

* * *

Hurricane awoke to what sounded like a fly hitting a pane of glass. He opened his eyes and sat up in bed. Everything seemed normal.  
He rolled out of bed and went to the window. The streets were empty. That was not normal. There were typically some shop owners preparing to open even at this normal hour.  
Hurricane shrugged and stretched. Since he was already up and it was almost dawn he decided to start his morning rituals.

* * *

Wind Whistler tapped on the door to the guest room. "Are you awake, Fizzy?"  
"Sure," Fizzy replied from inside. "Come in."  
Wind Whistler pushed down on the door handle and pushed the door open. "You must have been really tired because you slept right through the evening. It is almost sun up."  
Fizzy was using a brush to brush her curly mane. "I guess your sofa bed was so comfortable compared to sleeping in a sleeping bag on the ground." Fizzy stretched. "I haven't felt this well rested since I left Berylon."  
Wind Whistler smiled. "Glad to hear it. You are actually up in time for one of my favorite things to do in the morning." She motioned to the window. "Do you want to come?"  
"Sure," Fizzy said.  
Wind Whistler pushed the window open and flew out. She landed on the roof. Fizzy appeared next to her in a flash of pink.  
"You sit on top of her house?" Fizzy asked.  
Wind Whistler chuckled. "Yes, but there is a reason why." Wind Whistler pointed east. "Look to the horizon."  
They looked to the eastern horizon. They were just in time as the sun peeked out into the open. Wind Whistler could never get tired to seeing it.  
"Wow," Fizzy gasped. "That's great."  
"I have to imagine the sunrises in the Jewel Desert are quite impressive," Wind Whistler said. She could imagine the tricks of light the crystals had to play at sunrise and sunset.  
Fizzy nodded. "Berylon is made entirely of crystal, so when the sun comes up and sets the whole city is bathed in rainbows. However, the sun is doing all the work here."  
Wind Whistler happened to look down into the street: the empty street. She scowled confusedly.  
Fizzy turned to Wind Whistler. "What is it?"  
"Where is everypony?" Wind Whistler asked under her breath. "There should be ponies up and about by now."

* * *

Paradise sighed in relief when she saw Powder and Hurricane clad in one of his aloha shirts coming down one street towards the library and Wind Whistler and Fizzy coming down the other. "That accounts for all of us."  
Monsoon scowled. "But only us. Everypony else in town has disappeared."  
"I don't like this," Shady whimpered. "What if they're plotting against us? You heard the baroness yesterday. She knows about us."  
"Let 'em come," Gusty grumbled in response. A small tornado swirled around her horn as it gained an aura. "I'll blast the whole town into next week if I have to."  
"The town isn't plotting against us," Magic Star scolded. She turned her attention to the street. "I think something much worse has happened."  
Shady suddenly yelped. Everyone turned to her.  
Shade was sitting up against the wall and pointing with a trembling hoof. "Th-th-there's a tiny Surprise right there!"  
"A tiny Surprise?" Powder asked.  
"Yeah! Right there!" Shade pointed.  
Paradise adjusted her glasses and squinted. There was a white object maybe the size of a large fly. It flew towards her and she could tell it was pony-shaped with a frizzy, vibrant yellow mane and tail. It was Surprise as she hovered right in front of Paradise.  
"Surprise!" Paradise blurted.  
"Well, at least my powers of surprise haven't shrunk," Surprise said in her very small voice like she was shouting from far away.  
"What happened to you?" Paradise asked.  
"I don't know, but the whole town has shrunk except for you guys," Surprise said. "Baroness Crown Jewel has called a meeting in the square."  
"That must be why we did not see anypony," Wind Whistler said. "They were so small we missed them."  
After a pause Wind Whistler exclaimed, "Check you hooves!"  
Paradise quickly checked under her front hooves. "Check my back hooves," Paradise said to Gusty as she lifted up one and then the other.  
"You're clean," Gusty said.  
Paradise sighed in relief.  
Gusty lifted her up her back hoof. "What about me?"  
Gusty put down her hoof and raised the other. Thankfully both only had some trail dust on them.  
"You're fine," Paradise said.  
"Uh oh," Hurricane said in a small voice.  
Paradise felt her heart jump into her throat. She turned him fearing the worst. Hurricane looked at his hoof with a horrified expression. Paradise felt a chill go down her fine as she tried to think of what pony met their fate under that hoof.  
Hurricane suddenly grinned and showed his dusty but otherwise clean hoof. "I'm clean."  
Paradise felt the urge to both smack her hoof on her forehead and break out laughing but fought both off. She only shook her head. Hurricane and his sick sense of humor, she thought.  
Gusty smacked Hurricane upside the head. Not hard enough to really hurt him, but hard enough Hurricane glared at Gusty while he rubbed the back of his head. This got a giggle out of Paradise as well as the others.  
"Let's go to the square and figure out what happened," Magic Star said once she got control of herself.

* * *

Ponyville's square was where the old tree turned library had once stood. The site of it was now a monument to the bearers of the Elements of Harmony with a statue of the six mares. However, it was the crowd of tiny ponies gathered in front of the statue that grabbed Wind Whistler's attention.  
Wind Whistler strained to hear the conversations.  
"I was lost under my own bedspread," Heartthrob explained to another pony.  
"I don't wanna be a little filly forever!" some filly Wind Whistler did not know sobbed.  
Crown Jewel stood behind a megaphone lying on the ground. "Everypony shut up for five seconds!" she said angrily through the amplifying device, but was only at maybe normal volume.  
Wind Whistler and the others stopped at the edge of the group.  
"Well, well," Crown Jewel said in a snarky tone. "Look who's particularly big today. It's Magic Star and her little secret society."  
The tiny ponies all turned to them.  
"And they have the foreigner from yesterday with them!" Apple Bumpkin shouted.  
"I bet this was her doing, and they're all in on it!" Apple Cinnamon Crisp added.  
Fizzy backed up behind Wind Whistler.  
"Why [i]aren't[/i] we big-sized?" Hurricane whispered to Wind Whistler from the corner of his mouth.  
"I have a theory as to why we are immune to whatever miniaturized the others," Wind Whistler whispered.  
"I didn't do anything," Fizzy said as tiny ponies surrounded her. She looked up and pointed down a street off to the side. "I mean, that scary, two-legged thing is big too."  
Wind Whistler swung to the side. Walking down the street was a tall, two-legged creature wearing a long coat and wide brimmed hat. Its skin was gray and its eyes were gold on black whites. Wind Whistler felt the hair on her back stand on end seeing the ghastly creature.  
Shady jumped behind Powder and curled up into a trembling ball.  
The creature glared at them. "Why didn't my diminishing spell work on you?" He was apparently male with a voice like that.  
"We were just talking about that, actually." Hurricane forced a weak laugh.  
The creature curled back his lip to expose his pointy, yellow teeth.  
A carpet of tarantula-sized spiders and large scorpions filled the street around the creature. He pointed forward. The spiders and scorpions swarmed into the square.  
"We need to remain calm," Wind Whistler said, trying to keep from succumbing to panic herself.  
Screams came from the crowd and the tiny ponies ran in random directions.  
"Did you forget where we live?" Gusty asked sharply.  
The pegasi took to the air, but the spiders were throwing up nets of webbing connecting into a large net that trapped them like flies. The ground-based ponies tried to find hiding places, but the arachnids chased them down.  
Monsoon bared his teeth. "If we could have kept everypony in one place we would have had a defensible position. There are too many ponies to protect and too many arachnids to fight with them scattered all over the place."  
"Well, they only have one boss," Gusty said. "We take him out, and the arachnids will follow."  
Wind Whistler looked to the creature. He was staggering at even normal size. He was gaunt, but Wind Whistler knew he had to have powerful magic on his side if he could shrink the whole barony without exposing himself.  
Shady walked up to Gusty. "How are supposed to beat him?"  
"By any means necessary," Gusty replied.  
Gusty grabbed Shady who yelped as Gusty lifted her over her head. "PONY PILE ON!"  
"Pony what?" Shady asked before yelping as Gusty chucked her forward.  
Shady screamed as she flew forward. She landed square on the creature's chest. She looked up fearfully as he glared down at her. Gusty then jumped on him. Hurricane and Powder jumped on him.  
As stupid as this strategy was, Wind Whistler was at a loss for a better idea. She ran at the creature and jumped onto the pile.  
All ten of them were on top of him including Paradise and Monsoon. Wind Whistler felt the creature's legs giving way under their weight. However, a crackling energy filled the air. Before she knew it she was hit with a force that sent her flying backwards and away from him.  
Wind Whistler used her wings right herself in her tumble. She planted her hooves and skidded to a stop. The others tumbled across the ground.  
"We showed him," Hurricane said with obvious sarcasm.  
"Shut up," Gusty grumbled.  
Gusty got her hooves. "All right, big guy, let's see how you like this."  
Gusty pointed her horn forward and a brilliant aura formed around it. A powerful blast of wind erupted from Gusty's horn. The wind hit the creature squarely in the torso and sent him flying back into a house. He hit with such force and broke through the wall.  
Gusty picked up her head as the aura faded and grinned. "Let's see him get up from that."  
The claws of the creature gripped the sides of the hole his impact had made. If it had not been attached to her skull, Gusty's jaw would have hit the ground. Wind Whistler was just as shocked to see the creature take such a blow and seem barely fazed.  
"Well, we saw it," North Star said.  
Gusty shot North Star a dagger of a glare.  
The creature looked to his hand and then patted his jacket and looked around frantically. Wind Whistler was not sure what he was looking for until he picked up a gold flute from the ground next to the hole in the house.  
Powder stepped forward. "If hotheadedness won't work, let's cool things down."  
Powder shot one of the most powerful beams Wind Whistler had ever seen her create at the creature. The beam hit the creature and an icy mist exploded around him. The mist cleared to reveal the creature in a thick layer of ice.  
"How do you like that?!" Powder pointed at the frozen creature. "I put you on ice!"  
Powder grinned smugly. She then noticed Gusty glaring at her. "What?"  
"Amateur," Gusty said.  
Powder scowled. "Your catchphrases are just as cheesy."  
Wind Whistler turned her attention to the creature and walked up to him. He was an oddity to behold. A true biped standing perfectly erect with the foot on the ground all the way to the heel. The front limbs ended in claws more dexterous than any griffon or dragon. Then there was that strange flute he was so desperate to find.  
Wind Whistler's train of thought was shattered by a sudden crack in the ice. She looked up, and those ghastly eyes shifted in her direction. Wind Whistler felt her blood run cold like she was trapped in the ice.  
Wind Whistler ran away from the creature. "He is still alive in there and attempting to get out!"  
"No way!" Powder exclaimed. "That should have been like a cart load of liquid nitrogen exploding on him."  
A sickening crack came from behind Wind Whistler. Another hairline fracture spread across the ice.  
"Might I also add all this time the arachnids have been having their way with local population?" Monsoon said sternly.  
"What do we do, Magic Star?" Paradise asked.  
"I…I…" Magic Star tried to say.  
"We abandon Ponyville," Wind Whistler said what she was thinking.  
The others look to her with shocked and horrified expressions. Wind Whistler was just mortified with the prospect. However, after what she had seen, she saw little choice in the matter.  
Wind Whistler turned to Paradise and Monsoon. "Paradise and Monsoon, collect everything you can for a long journey including the Spectral Compass."  
Paradise and Monsoon nodded. They then galloped away towards the library.  
Wind Whistler turned to North Star. "We will take care of the maps."  
"Right," North Star replied.  
Wind Whistler turned to the rest of the group. "The rest of you try to save as many ponies as you can as well as gather whatever supplies you come across."  
"You got it," Hurricane said.  
Wind Whistler turned back to North Star. "Come on."  
Wind Whistler broke into a dead gallop towards town hall. She looked around her. Thick nets of webs hung from every tree and building. Ponies struggled in the sticky threads as spiders and scorpions crawled towards them. Ponyville was already lost. All they could do was run for their lives in the hopes of fighting another day.

* * *

Truly ran down the expansive plain that was Hoofer Street. She glanced behind her at the brown scorpion the size of a bear compared to her. The stinger on its long tail loomed high above her and it lunged one of its large pincers at her. She jumped to avoid the swipe and hit the ground to continue her run without losing a step.  
Truly had treated a number of scorpion stings as a nurse. Some of the species were dangerous ponies at normal size. At her current size, where the thing's stinger would go halfway through her body, she did not want to think of what would happen to her.  
Her legs were getting heavy from being in a dead run for so long. Her throat burned with every breath and her hurt pounded against the inside of her chest. She was not the most athletic pony, especially for an earth pony. However, she was on pure adrenaline now. Discomfort beat death.  
Truly suddenly felt something close around her midsection and lift her off the ground. She looked back and she thought her heart had stopped. The scorpion had her in its pincer. Its many eyes seemed to focus on her.  
Truly covered her eyes with her hooves. This was the end. The only question was how: sting, crushed in the pincer, or just eaten alive. Either way it did not matter in the end.  
Truly suddenly dropped to the ground and the pincer slowly loosened its grip. She slowly took her hooves away from her eyes. A large rock sat where the scorpion had been with its pincers sticking out from under it. Truly felt sick to her stomach for a moment at the thought of the scorpion's gruesome fate. She then reminded herself it was better it than her.  
She looked to see one of the full-sized ponies standing above the rock. It was the white pegasus stallion who always wore those tacky shirts like the one he was wearing at the moment.  
The stallion lowered his head to the ground. "Hop on."  
"Thank you for savin' me," Truly said in her refined drawl. She jumped into the tangled mess the stallion called a mane. "To whom do Ah owe the pleasuh?"  
"Your friendly neighborhood Hurricane, Ma'am" the stallion said.  
Truly held on to as much mane as she could as Hurricane carefully lifted his head.  
Sundance and Ribbon and suddenly poked their heads of out the wine red forest of hair. Truly heaved a sigh of relief. "Sundance, Ribbon, Ah'm so glad youh both safe. Is there any pony else?"  
"We're the only ones Hurricane has saved so far," Ribbon replied.  
"But what do we do now?" Truly asked. "Ah can't see me takin' up residence in this rat's nest."  
"I heard that," Hurricane grumbled. "We're getting out of Ponyville while the getting's good."  
Hurricane looked down to some rumbling at his hooves. Truly followed his vision to the rock with the scorpion's pincers sticking out from under it. To her horror, the rock was moving.  
"That thing is still alive?" Truly gasped.  
"You've got to be kidding me," Hurricane grumbled under his breath.  
Hurricane took a step back as the rock lifted up. The scorpion underneath crawled out barely injured. It looked dazed at first, but quickly regained its sense.  
Hurricane was airborne so fast it was all Truly could do to hold on and not fall off. Hurricane looked back at the scorpion as it crawled on top of the rock and raised its pincers menacingly.  
Truly looked ahead to a thick net of webbing between a tree and a building they were heading straight towards. "Look out!"  
Truly ducked into Hurricane's mane as he flew through it. He coughed and sputtered as he threw the webbing off. Truly raised her head above the hair to see nothing but some strands of webbing left. Sundance and Ribbon raised their heads out too. Truly sighed in relief.  
A shadow spread over Truly. The relief was gone, replaced by terror. She turned around to see a giant spider looming over them.  
"Spider!" Sundance shrieked.  
"Duck!" Hurricane shouted.  
"Not duck, spider!" Truly corrected.  
"No, duck!" Hurricane pointed forward at the sign to Bug Off's extermination business.  
Truly immediately ducked into Hurricane's mane. She heard a smack as a narrow shadow passed over them. She poked her head up and looked back. The spider fell from the sign.  
Truly glared down at Hurricane. "Some rescue."  
"You're still alive, aren't you?" Hurricane retorted.

* * *

Wind Whistler bucked in the door to the map room. There was no reason to care about property now. She spun around and trotted in with North Star. The room was filled with maps hanging from the walls, sitting in stacks, and rolled up in cubbyholes.  
"Now what?" North Star asked.  
"Take as many maps as you can carry," Wind Whistler said. "We'll burn the rest."  
"Burn?!" North Star exclaimed.  
Wind Whistler scowled. "I highly doubt these things will stop at Ponyville. We cannot leave them a way to find the other baronies. Fortunately these are the only modern political maps in town."  
"We'll have to go through the maps to find the best ones to take," North Star said.  
"Then let us hurry," Wind Whistler replied.  
Wind Whistler took out several maps from a cubbyhole and spread them out on the table.  
[center]* * *[/center]  
Shady skid to a stop and looked around. Webs and spiders crawling across them were everywhere. She did not see any ponies. Though, she did see some clumps in the webbing that were big enough to hold a shrunken pony.  
"Help me, whoever you are!" someone shrieked.  
Shady looked down. Crown Jewel was trapped in a net of webbing. A spider was dragging her in.  
"Don't just stand there!" Crown Jewel shouted as she was dragged in. "Get me out of this!"  
Shady looked to the spider. She raised her hoof, but the spider lifted its legs and brandished its long, sharp fangs. It gave an aggressive hiss and lunged at Shady. Shady drew her hoof back and backed away.  
The spider pulled Crown Jewel in closer.  
"Please!" Crown Jewel pleaded. She was dragged closer. "I'll never bother your group again! I'll even make you a rich mare!"  
The spider brought Crown Jewel under itself.  
Crown Jewel looked up at the fangs of the spider. "No! You can't do this to me! I'm a baroness!"  
Shady screwed her eyes shut to not see what happened next. She wished she could do the same for her ears as she heard Crown Jewel scream and then stop suddenly. With her eyes still closed she turned and ran in the opposite direction.

* * *

Wind Whistler rolled up a stack of maps. She and North Star were almost done. The walls and cubbyholes were now bare. North Star shoved one last map in her bulging saddlebag. "That's all the maps I can carry," North Star said.  
"Then let us take the rest out and burn them," Wind Whistler said. "I suspect our attacker will be able to free himself any minute."  
Wind Whistler and North Star wrapped their front legs around stacks of maps. They took them out of the map room and out the opened door to town hall. Wind Whistler was disheartened to see the webs had only gotten thicker once they were outside. Wind Whistler dropped the maps in a metal garbage can. North Star did the same and packed the rolled up papers in.  
Wind Whistler opened her saddlebag and pulled out a box of matches. She placed the box on the ground and pushed it open. She took a match, struck it across the side the box and threw the lit match in the garbage can. Where the match touched paper began to blacken immediately, and flame singed more paper to start more expanding black spots. Wind Whistler took a stick off the ground and broke up the papers as they burned. She left the stick the can as a flames shot out of the can carrying some pieces of brunt paper up into the rippling air above them.  
"Let's get the others and leave," North Star said.  
Wind Whistler felt a pit form in her stomach. They were really leaving Ponyville like this. However, she fought it off.  
She turned back to North Star who was already galloping towards the square. Wind Whistler closed the match box and put it in her saddlebag. She followed North Star towards the square.

* * *

Magic Star watched Gusty hold her head low with her horn pointed forward. She blasted a spider into a wall. The Spider actually flattened out some upon impact. It fell off the wall and onto the ground. It hopped on its legs and took an aggressive stance.  
"What do you have to do to kill these things?" Gusty growled.  
"We're supposed to be saving ponies," Magic Star scolded.  
"I saved some pony." Gusty tilted her head. Cherries Jubilee poked her head out, her peach coat and orange hair standing out against Gusty's mane.  
Magic Star shook her head. She then saw Paradise and Monsoon and weaving between the webs laden with bulging saddlebags and other equipment. North Star and Wind Whistler were coming from town hall too.  
She turned to Powder, Hurricane, and Fizzy. Magic Star herself managed to save Buttons and Cupcake who were hunkered down in her green mane. Surprise, Sparkler, Posey, and Heartthrob were in Powder's mane. Ribbon, Sundance, and Truly were in Hurricane's. Fizzy had Lickety-Split and Lofty in her mane. Gusty had only saved Cherries Jubilee she jumped on her. She had spent all this time trying futilely to kill the arachnids that seemed as indestructible as their leader.  
This made Magic Star remember their leader. She turned back to the ice incased creature. The ice was crisscrossed with cracks. Some small pieces had fallen away. He would be out and mad as all get out anytime.  
Paradise and Monsoon dropped much of the equipment on the ground next to the group. "Gear up," Monsoon said.  
North Star and Wind Whistler stopped. "We're ready to go."  
Magic Star looked around. "Where's Shady?"  
Gusty motioned to rattling crate. "Where else?"  
Gusty turned around and blew the crate away to reveal Shady curled in a shuddering ball.  
"Then we're ready to go," Powder said.  
"Wait," Paradise interjected. "There might still be ponies we can rescue."  
The creature's arm suddenly burst from the ice and flexed.  
"I hate to say it, but time's up." Hurricane spread his wings. "If we don't leave now, might not leave at all."  
The other pegasi spread their wings. They took off and broke through the webbing. Magic Star took one look around before following after Shady and the unicorns galloping down the street. She never thought she would see Ponyville fall. It survived the dissolution of Equestria, but here it was the latest ruin of a ruined nation.  
Another loud crack sent her into a dead gallop after the others.

* * *

Arachnis broke out of the last of the ice. He took a few stiff steps and shuddered off the chill. He grimaced and snarled.  
"Why didn't the Diminishing Melody work on you?" Arachnis growled. "There's something about you, some kind of energy coming off you. It's familiar."  
Arachnis pushed the issue aside. The town was theirs. He turned to a statue of the Element Bearers covered in webs.  
Arachnis grinned. "So much for the magic of friendship, ladies. You're dead" -he pointed to himself in a jabbing fashion- "but I endure."  
Arachnis made his way to the town hall. A can with smoke coming out of it sat next to the kicked in front door. Several spiders and scorpions stood around it.  
[i]"What is this?"[/i] a spider asked as Arachnis came up to them.  
Arachnis looked in at the glowing ash. He reached in and pulled out a larger piece of ash. He ignored the intense heat as he examined it. It was badly burned, but he could make out the perpendicular lines drawn on it.  
Arachnis scowled. "They burned their maps."


	4. Chapter 3: The Long Road Ahead

Hurricane watched as Gusty held the piece of flint and a small, steel hammer in her magic. She struck the hammer against the flint to cause sparks to fly into the dry grass and leaves under the logs on the fire. She struck it a couple more times before some smoke rose from the kindling and he saw the faintest glow. She fanned the flames with a gentle gust of a wind and the flame soon consumed the kindling and began work on the logs.

Heat radiated from the fire. Hurricane relaxed against a large rock as he enjoyed the comfort. The sun crystal lanterns filled their campsite with plenty of light, but put out little heat if any. A good old fashioned campfire was just what they needed to chase away the chill of the night.

He would have preferred to be in his nice, warm bed. However, it was probably crawling with those arachnids if they had not destroyed the town just to do it.

"Welcome to our bright and glorious future, ponies," Hurricane said, not bothering to had his sarcasm. He picked up a stick and shifted the logs slightly so they were more centered. "We don't have our idiot baroness bossing us around anymore. We don't have the Apples forcing their traditional values on us anymore. We're free to live our lives as _we_ want without persecution. Granted, we lost our homes and livelihoods, and most of the barony was shrunk and eaten by a bunch of arachnids and their two-legged freak of a master, but you have to the victories as they come, right?"

Hurricane caught Gusty glowering at him out of the corner of his eye. "Really, Hurricane, we don't need your peculiar brand of humor right now."

Hurricane shrugged. "It's a coping mechanism." Hurricane motioned to Shady slouched over and looking even more particularly glum than usual. "You want to be a constant nervous wreck like Shady?"

Hurricane regretted the remark as soon as it left his lips. He did not even need the chorus of angry shouts telling him he was being unfair and mean to tell him he went too far.

"He's right," Shady mumbled. "I'm also a coward. I could have saved Baroness Crown Jewel, but I was too scared. Before I could even think she was dead."

Shady lay down and covered her eyes with her hooves as she sobbed.

"Frankly, the real coward is Wind Whistler," Gusty said sharply.

Hurricane scowled. Those were fighting words. He turned to Gusty who had caught everypony's attention. She returned their irritated expressions with a defiant scowl.

"All our friends and family are dead because she made us run away," Gusty added.

Hurricane turned to Wind Whistler. She had her head hung low and her ears drooping to her side. "It was the best course of action," she said in a very quiet choice. "Our attempts to fight were ineffective, so retreat was our only logical option."

"Logic." Gusty coughed a laugh. "Did you ever consider our feelings? Maybe we wanted to stay and fight even if it was hopeless. Maybe we preferred to go down with our home instead of abandoning it. Maybe we could have found a way to win if you didn't give up so quickly."

Wind Whistler seemed to make her smaller as Gusty tore into her. Tears streamed from her tightly shut eyes. While Wind Whistler was typically logical and austere in her demeanor, it was mask to hide a very shy and sensitive pony underneath. That shy and sensitive pony was now being ripped into by Gusty's rant. He wished Wind Whistler would defend herself, but she could not in her current state. Gusty had taken the very thing she sought protection in and turned it against her.

Hurricane felt the urge to break the rule that a stallion never hit a mare. His muscles tightened. Fortunately for him, Powder made the point moot as she smacked her hoof into the side of Gusty's head. Gusty fell to the ground.

"Enough, Gusty!" Powder snapped. "Nopony made you come with us."

Gusty rubbed the side of her head as she glared up at Powder.

"We're all still alive because of Wind Whistler's quick thinking," Powder continued.

"If you want to call this living," Gusty retorted.

Wind Whistler jumped to her hooves and ran into the darkness. Hurricane could hear her faint sobs as she ran away.

Hurricane rolled away from the rock and onto his hooves. He shot a glare in Gusty's direction. "Maybe you should have considered about _her_ feelings."

Hurricane turned to Wind Whistler running into the dark plain surrounding their campsite. "Wind Whistler, come back."

Hurricane ran quickly left the light and warmth of the campsite. It was clear with the black sky studded by stars and the full moon shining down. The moonlight illuminated everything in a silvery light, so he could make out the forests edge in the distance. The mountains on the horizon cut triangular shapes out of the starry sky. Amongst the darkness was the pastel pony several years ahead of him and still running.

* * *

Wind Whistler ran until she did not want to run anymore. She slowed to a trot, then a canter, then a walk and finally stopped. She sat down in the tall grass and held her head low. Tears streamed from her eyes.

She was bathed in the sensations of the night. The chirping of crickets and calls of frogs fill her ears with an occasional owl adding their hooting. The air had a chill to it, but it was bearable. The air also had very little scent to it since there was not much in season and it had been a while since the last rain.

"We could not win," Wind Whistler murmured to herself. "Is it wrong to want to save as many lives as we could?"

"No," Hurricane said quietly behind her.

Wind Whistler picked up an ear and looked back. Hurricane stood in the grass several steps behind her. Wind Whistler was not one for personal contact or even closeness. Other ponies wanted to be so close, but Hurricane knew to stay a certain distance back until she welcomed him into her personal space.

She made a motion to come closer. Hurricane slowly walked close to her.

"Don't take what Gusty was spewing personally," Hurricane said. "She's just mad she came across something she can't beat or blow into submission."

"I know." Wind Whistler sniffed.

She managed a small laugh. "Look at me. Wind Whistler the pegasus who can organize a snap decision to handle a crisis reduced to blubbering mess because some pony took their frustration out on her."

"And it was really my fault," Hurricane said with a slight frown. "I set her off in the first place."

Wind Whistler heaved a sigh. "Feelings can be illogical and unpredictable. Why should I be so hurt and made unsure in my logic by Gusty? That is why I refrain for expressing mine so freely. It is times like this that wish I did not have feelings at all. I could not be hurt by such a petty argument."

"You also wouldn't be able to feel kindness or tenderness either," Hurricane said. "Would you have given me the time of day if all you were considering were logic and reason?"

"No, admittedly," Wind Whistler said. "You are a handsome stallion, but nothing too special."

"Hey!" Hurricane said, pretending to be insulted.

"It is the truth," Wind Whistler said to defend herself even though there was no need. "There were bigger, stronger stallions who would have made better mates and sires on paper. What attracted me to you that I felt, yes felt, more comfortable in your presence. I feel like I can express my feelings with you like I am now."

"Do you regret that you like me because of your feelings?" Hurricane asked.

"No," Wind Whistler said.

"Then feelings aren't all bad," Hurricane said.

Wind Whistler leaned against Hurricane and nuzzled her nose into his tangled mane. He gently placed his leg over her shoulder. Wind Whistler relaxed as she felt his body heat. She knew all those stallions who ogled her would never be willing put with her like this. Only Hurricane would, and she loved him for it.

"Thank you," Wind Whistler cooed softly.

"Oh, how positively romantic," a small, highly affected voice said.

Wind Whistler's eyes had been closing as she allowed herself to be absorbed in the moment, but popped wide open upon hearing the voice and the moment was shattered like a pane of glass. Hurricane took his leg off her and the two took a couple steps away from each other.

Wind Whistler looked around the moonlit meadow. She looked down at a nearby rock where Heart Throb was standing.

"The sight of a stallion comforting his mare in her time of emotional distress is just so dreamy," Heart Throb swooned.

The mask was back on for Wind Whistler. "Anypony could have comforted me. Hurricane was the one who just so happened to come after me."

"Yeah," Hurricane said, apparently returning to his typical demeanor. "I was just helping a good friend. That's it."

"Yeah, and I'm the queen of the changelings," Heartthrob retorted. "I know romance when I see it, and you two are more lovebirds than…a pair of lovebirds."

Wind Whistler and Hurricane looked to each other. "Maybe we should get back to camp. Everypony is probably worried about us," Hurricane said.

Heartthrob flew into Wind Whistler's mane. "Really, darling, you don't need to be so private about displaying your affections. It's nothing to be embarrassed about. Mares and stallions have been pairing off since long before we came along and will do so long after we're gone."

The last statement brought Wind Whistler back to the task at hand. "I am afraid that might not be the case if we cannot find a way to stop the creature that attacked Ponyville."

* * *

Magic Star turned to Wind Whistler and Hurricane as they walked back into the light of the fire. "Welcome back, you two."

"Plus one snoop," Hurricane motioned to Heart Throb poking her head out of Wind Whistler's mane.

Magic Star rolled her eyes. Keeping track of a dozen insect-sized ponies was going to be a pain, especially with ponies like Heart Throb and Surprise amongst them.

"Anyway, you have perfect timing," Magic Star said. "Paradise believes she's found out what that creature is."

Paradise was leaning against the rock Hurricane had been leaning against before going after Wind Whistler. She had one of the many books she brought with her opened in front of her. Magic Star was at first angry to know she had wasted precious space on books before remembering knowledge was power.

Paradise looked up as everypony gathered around her. She pointed at a picture on the left page of a creature looking very much like the one that attacked Ponyville.

"He calls himself Arachnis the Captor," Paradise explained. "Little is known about him or his kind, but the author suspects he comes from a far off land since nothing else like him has been seen before or since.

"Equestria first became aware of his presence because of the sudden disappearance of entire villages on the outer frontier. The buildings and plants were there, but all the ponies had mysteriously vanished without any sign of a struggle. No one knew why until news of sightings on the roads near the disappearances. However, nopony knew how he made villages disappear."

"Now we know he miniaturizes his victims for his arachnids to consume," Wind Whistler said.

"You said you had an idea of why we weren't shrunk," North Star said. "What was it?"

"The only thing all ten of us have in common is being in the room when Gusty turned on the Spectral Compass," Wind Whistler said. "It is believed the Spectral Compass points to the Rainbow of Light because it has a small piece of it. The discharge from opening it might have been power that built up over the centuries of disuse and released. The magic absorbed into our bodies and protected us from whatever spell this Arachnis creature used."

"So we're protected by the magical equivalent of a static shock," Gusty grumbled. "How did they beat him?"

Paradise turned the page. She skimmed the lines and her face bent into a frown of absolute dread. "They didn't," she said in horror.

Magic Star felt a chill go down her spine. "He obviously stopped before destroying all of ponykind."

"He was stopped, but at the ultimate price," Paradise said. "The four princesses and the bearers of the Elements of Harmony combined their power to fight Arachnis. However, all they could do was seal him away in some remote place. Even that overwhelmed them all. Celestia and Luna had to sacrifice their pony bodies and became one with the Sun and Moon respectively. Princess Cadence, Princess Twilight Sparkle, and all five of the other Element bearers died from exhaustion and the Elements of Harmony dissolved away. The side effects were felt across ponykind as they lost control over nature and the natural magicks took hold. This author believes fighting Arachnis was a primary cause for the fall of Equestria."

Magic Star stood there feeling numb. That was the only way she could describe it as her brain tried to process what she had just heard.

"Then it's game over," Hurricane said in an uncharacteristically serious tone. "There's no way we can fight him."

"There is one way," Wind Whistler said.

Magic Star's numbness subsided as she turned her attention to Wind Whistler along with everypony else.

"If a small discharge from a piece of the Rainbow of Light was enough to protect us from his spell," Wind Whistler said, "the Rainbow of Light itself might be powerful enough to defeat him. After all, it was the power used to make the Elements of Harmony in the first place."

Moonsoon opened a saddlebag and pulled out the Spectral Compass. He placed it on the ground and pushed the button. The top opened and the crystal came out. There was no flash this time validating Wind Whistler's point it was just a buildup of energy. The circle and arrow expanded from the crystal.

"The compass points west," Monsoon said, "towards the Jewel Desert."

"Then that's where we must go," Magic Star said.

"Who died and made you leader?" Buttons shouted angrily.

"Uh…Crown Jewel," Hurricane answered bluntly.

Magic Star shot him a stern glance before turning her attention to Buttons and the other shrunken ponies on the rock.

Posey tapped Buttons on her back. "I don't think we should argue about this."

Buttons glared back at Posey. "Well I think we should."

Posey took her hoof away from Buttons and backed up several steps.

Buttons faced Magic Star. "We're still the Ponyville Barony, and since Crown Jewel is gone without an heir or surviving close family, her title falls on the head of the Business Guild which is me."

Hurricane rolled his eyes. "Just what we need: another stupid dictator to lead us off a cliff."

"I agree," Wind Whistler said. "For a group this small, I think picking our leader as well as settling all other important decisions should be decided through direct democracy."

"Who thinks we should decide things democratically?" Magic Star asked.

All the full-sized ponies as well as Surprise, Posey, Cherries Jubilee, Ribbon, and Lofty raised their hooves.

"I thought I said I was baroness, so your silly little vote doesn't count," Buttons stated.

Magic Star glowered at Buttons. She was not going to put up this for another minute let along however long it would take to find the Rainbow of Light. There was a lot of west, and she was not going to traverse it listening to Buttons.

There was one way to shut Buttons up for good. Magic Star raised her hoof over Buttons. "My hoof says you're nothing but another vote. Besides, we have a super majority to override you."

Buttons looked up at Magic Star's hoof and then at Magic Star. She was obviously hiding her fear with seething anger. "Fine."

Magic Star put her hoof down and turned to the others. "Who should be our new baroness?"

Hurricane pointed to Wind Whistler. "I nominate Wind Whistler. She's the reason we're here to have this conversation, and she thought to burn the maps to keep them out of the claws of Arachnis."

"I second!" Fizzy chirped.

"No way!" Gusty shouted.

Wind Whistler hunched a little. "I do not want to be baroness anyway." Wind Whistler stood straight and pointed to Monsoon. "I nominate Monsoon as baron. He is the oldest and most traveled of us."

"There is no way Ah'm bein' a part of group led by a stallion," Truly shouted.

Hurricane scowled. "And where would you go, Hoofelina?"

"Enough, Hurricane," Monsoon said. "I have to decline the offer for the same reason Wind Whistler did. I have no desire to lead." Monsoon pointed to Magic Star. "Magic Star is the best choice. She is the one who formed our reunification group in the first place and led us through thick and through thin."

"I second," Paradise said.

"Any objections?" Paradise asked.

Everypony was silent. Even Buttons just stood there.

"Do you want the position, Magic Star?" Paradise asked.

"I don't know about want," Magic Star said halfheartedly, "but I will take it."

"Well, that was a lot of walk to get back to where we started," Gusty grumbled.

"We'll get some sleep and head west tomorrow," Magic Star said. "I don't know how far we have to travel or what we'll encounter along the way, but for the sake of ponykind we must find the Rainbow of Light at any cost."

* * *

Arachnis adjusted the binoculars as best he could for his eyes. The problem with plundering a different species, the equipment is never built for you. He put the binoculars to his eyes and peered through the lenses that were still a little too far apart.

A couple griffons stood on the front battlement of the castle.

_"Are they ponies?"_ a spider asked.

"No, griffons," Arachnis replied. "However, the energy I sensed from those ponies led here. Perhaps they know something."

Arachnis got out of his crouch and walked out of the woods into the clearing in front of the castle. The griffons took notice and pointed the spears they were carrying towards him. More spear-wielding griffons joined them on the battlement. This was meant to be a show of force, but Arachnis had to keep himself from laughing at the pathetic display.

"Halt, whoever you are!" one of the griffons shouted, "whatever you are. What business you do have here?"

Arachnis stopped. "I wish to speak to the master of this castle."

A crestless griffon with a monocle came to the front of the group. "I am Lord Merv. To whom am I speaking?"

"I'm known as Arachnis the Captor," Arachnis said. "I encountered strange magic in Ponyville that led me here. Perhaps you know about it."

"Ponyville, you say," Merv mused allowed. "Let him in."

The gate lifted up and Arachnis walked into the confines of the castle. It was a smattering of rather plain-looking buildings of various sizes. Arachnis had not encountered griffons when he first came to Equestria, but they apparently did not share the ponies' taste in artistic flare. Either that or such flare fell out of favor when society collapsed.

Merv landed in front of him. He swept his eagle claw in front of him. "Please come in and make yourself at home."

* * *

Merv followed Arachnis into the den. It was the most relaxing room in the castle with a large fireplace, and couple of billiards tables. Merv hoped the visitor would admire some of his most prized paintings decorating the walls, but he instead sat in of the less comfortable armchairs. He glared at another chair.

Merv felt a bit of a chill go through him. Arachnis was an ugly creature. He looked more like a corpse than anything that should be alive. His behavior was also rather indifferent to those around him. Even beyond that there was just an air about him that made it impossible for Merv to get comfortable.

Merv sat in the chair where Arachnis was staring. It was perhaps the most comfortable in the room and Merv's favorite. The plush cushions gave as he lounged in it. However, it sitting in his favorite chair could make Merv comfortable with Arachnis staring straight at him. Of course he was not about to show his discomfort to his guest.

"Your news is actually serendipity." Merv decided to get right into business.

Arachnis focused on Merv. Merv was not sure if he wanted his attention. His face did not betray any emotion or thought behind it. He just frowned slightly and stared on with his discolored eyes.

Merv swallowed down a lump forming in his throat. "You see, I had 'obtained' an ancient artifact. A group of ponies then stole it from me the other night. If they came from Ponyville, I'll send my enforcers to retrieve it."

Arachnis did not move. "Don't bother." His voice was low and as emotionless as his expression.

"But it is mine and represents a large investment," Merv replied.

"Ponyville is no more and the ponies who had the magic escaped into the wilderness," Arachnis said calmly.

"What do you mean Ponyville is no more?" Merv asked. "What are you? I've never seen anything even remotely like you before."

Arachnis' face tightened into a scowl. Merv leaned back.

"I am an agent of destruction," Arachnis growled. "My horde and I killed almost every single pony in Ponyville, stallions, mares, foals, it didn't matter. We had done it before long ago and we will continue until not pony remains alive."

Merv felt his whole body run cold. He swallowed down another lump. "Well…you're certainly ambitious. I'm no fan of the ponies either, but I never thought of wiping them out as a race. That doesn't explain why you're so interested in artifact the ponies stole."

"The ponies who had the magical energy about them were immune to my spell," Arachnis said in a voice building into a snarl. "What did they steal?"

"I don't know how it could be connected," Merv said, feeling more uncomfortable in Arachnis' gaze. "It was just a compass."

"I doubt someone of your tastes would be so interested in a normal compass," Arachnis said. "What does it point towards?"

"Some stupid pony thing called the Rainbow of Light," Merv answered nonchalantly. "I doubt it even exists."

"The Rainbow of Light?" Arachnis boomed. He bolted out of his chair and loomed over Merv. "You let the ponies get their hooves on a device that would lead them to the Rainbow of Light?"

Merv pressed himself into the cushioning of his chair which gave a lot more than he thought it would. Either that or he put a lot more force into embedding himself in it than he thought he would.

"It's not like I wanted them to," Merv stammered. He figured he should leave out he intended to auction it off the baroness willing to pay the most for it.

Arachnis suddenly grabbed Merv by the throat and lifted him out of his chair. He held Merv so his beak pressed against his nose. Arachnis' eyes bored into Merv under his lowered and deeply furrowed brow. Merv took his eyes away as he choked in Arachnis' deceptively firm grip. His neck throbbed from the pressure. He grabbed Arachnis' arm in an attempt to make him relent. However, he held firm.

"The Rainbow of Light is the ponies' greatest power," Arachnis snarled. "It _made_ the Elements of Harmony, the same Elements of Harmony that imprisoned me."

Arachnis tightened his grip. Merv choked and gagged as he tried to get air. The pain was unbearable.

"Now those ponies will can find the Rainbow of Light and use it against me because of you." Arachnis threw Merv into an end table.

Merv took the end table in the back and knocked it over. Pain shot through his body. He coughed and gasped for air. He looked up at Arachnis looming over him. His lips was peeled back to reveal his pointy, yellow teeth, and his eyes glared down.

"I was considering sparing you and your lackeys since you're not ponies-" Arachnis pulled a gold flute out of his coat "-but my horde could stand some variety in their diet."

Arachnis put the flute to his lips.

"Wait!" Merv half-blurted and half-choked. "Maybe we can work out a deal."

Arachnis took the flute from his lips. "What could you have or do that I would possibly want."

Merv took a moment to catch his breath. "A common enemy. There's an old camel saying that the enemy of my enemy is my friend. Those ponies stole from me and escaped your attack on Ponyville. We could join forces against them."

"I highly doubt you mismatched feather dusters could help me," Arachnis snarled. "You couldn't stop the ponies from robbing you."

"We can fly and most of the ponies who took the Spectral Compass were pegasi," Merv said. "Just give us a chance. The ponies just caught us by surprise. On a level playing field they wouldn't stand a chance."

Arachnis paused. He then returned the flute to its hiding place. Merv was not sure what the flute was for. He was not sure if he even wanted to know.

"You and two of your subordinates will accompany my horde," Arachnis said. "However, you will take orders from me."

Merv wanted to argue this was a partnership. However, he suspected that flute would make a return and reveal its purpose if he pushed. Merv instead got to his feet and bowed. "We are at your command."

Merv gave Arachnis a wide berth as he walked to the main doors. He opened them and a group of griffons were standing around in the hall. The group included the two griffons he was looking for. "Garth, Gertrude, get in here."

Merv backed up as the two entered the room. Arachnis turned around and looked at them.

"Garth is my best enforcer and Gertrude is my best tracker," Merv said, holding his claw out to them. "We'll find those ponies and make them pay."

Merv balled his claw into a fist. He wanted to get those ponies back for humiliating him. His industry depended on the ponies fearing griffons. He would make an example of these upstarts.

"You better," Arachnis growled, "or I'll come back here and griffon _will_ be on the menu."

Several large spiders and scorpions crawled out of the folds of Arachnis' coat and crawled towards Merv.

Merv backed up. "What are they?"

"Members of my horde," Arachnis said. "They're going to prepare you for working alongside us."

"What's that supposed to mean?" Merv asked as the spiders and scorpions started crawling up his claws. He wanted to throw them off, but thought better of it.

"My best magic doesn't discriminate, so you must be immunized," Arachnis said.

The spiders bit and the scorpions stung Merv's scaly front legs. Burning pain shot through his front legs through his body. He screeched and collapsed as his body hurt too much to stand. He landed in a heap with his stricken leg collapsing under him while his other leg collapsed forward. He wings shot out from his sides sending a wave of agony straight into his brain. He wanted to roll over into more comfortable positions, but his wings lay haphazardly around him and would not fold.

Similar screeches of agony came from Garth and Gertrude. The doors burst open and Merv heard the claws and feet of griffons running in. It probably sounded like they were being murdered in here and Merv honestly wondered if that was not the case.

"Don't interrupt!" Arachnis boomed.

The footfalls stopped.

"The venom spreading through your bodies will protect you from my magic," Arachnis said.

Merv was too busy writhing in pain and trying to breathe to care. Whatever magic Arachnis was talking about better be nasty enough to justify the agony of this 'protection.'

The pain began to subside slowly, and it was getting easier to breathe. Merv managed to get to his feet and fold his wings. He was still breathing heavily.

He wondered what kind of an unholy alliance he just entered, he suggested. Arachnis and his pets were like nothing he had ever seen. There was something truly evil about them. Their venom spreading through his body had a sinister feeling to it.

Merv turned to the other griffons looking at him out of concern. His flock, he could not have asked for a more loyal bunch of followers.

"Are you all right, Lord Merv?" Gary asked.

"I'm fine," Merv lied. He was not fine in any way. "Garth, Gertrude, and I will be accompanying our guest for several days. Hold down the castle until then."

The griffons parted to let Merv hobble to the door. His limbs still throbbed, and he was not about to open his wings again. He had to concentrate to keep his balance and threw out a limb to keep from falling on more than one occasion.

_The enemy of my enemy is my friend,_ Merv thought with contempt. He had forgotten camels were not the most thoughtful of races. The Saddle Arabian ponies had a counter saying. _The enemy of my enemy is _still_ my enemy._

Merv leaned up against the doorway as he tried to regain some strength. He remembered another saying. 'Keep you friends close and your enemies closer.' So long as Arachnis was chasing after ponies, he would not be after griffons.

_Better the ponies than us,_ Merv thought.


End file.
